Minutes of the Annual Ge…

SUL AMÉRICA S.A.
Corporate Taxpayers’ Id. (CNPJ/MF) 29.978.814/0001-87
Company Registry (NIRE): 3330003299-1
Publicly Held Company
Minutes of the Annual General Meeting held on March 31, 2015, drawn up in
summary format.
Date, Time and Place: On March 31, 2015, at 3 p.m., at the Company’s
headquarters at Rua Beatriz Larragoiti Lucas 121, Cidade Nova, in the city and state of
Rio de Janeiro.
Agenda:
Ordinary General Meeting:
I.
to verify the Company’s management’s accounts, and to examine, discuss and
vote on the financial statements of the Company for the fiscal year ended on
December 31, 2014;
II.
to approve the net income allocation from the fiscal year ended on December 31,
2014;
III. to define the number of members of the Board for the term 2015;
IV. to elect the members of the Board of Directors; and
V.
to establish management compensation (Board of Directors and Executive
Officers).
Extraordinary General Meeting:
I.
to rectify and to ratify the 2014 Company’s management compensation.
Attendance: Shareholders representing more than 2/3 (two thirds) of the voting
capital and Gabriel Portella Fagundes Filho, CEO, Carlos José da Silva Azevedo,
presiding officer of the Statutory Audit Committee and Carlos Munhoz, the
representative of the independent auditors, KPMG Auditores Independentes.
Publications: The financial statements, the management report, as well as the
reports from the independent auditors were published on February 27, 2015 in the
Official Gazette of the State of Rio de Janeiro, section V, pages 3 to 23, and in the
newspaper Valor Econômico, in the national section on pages C19 to C31.
Call notice: Published in the Official Gazette of the State of Rio de Janeiro and the
newspaper Valor Econômico, in the national section, on February 27, and March 2 and
3, 2015, in accordance with Article 124 of Law 6.404/76.
Presiding Table: Chairman: Patrick de Larragoiti Lucas
Secretary: Daniel Pareto
Resolutions: The following resolutions were made by shareholders, with the
abstention of those legally impeded from voting.
In Annual General Meeting:
I. The majority of shareholders approved, without any qualification or reservations, the
management report and the financial statements, as well as the report from the
independent auditors relating to the year ended December 31, 2014.
II. Approval by majority was given to the management's proposal for the allocation of
the net income from the fiscal year ended December 31, 2014, in the amount of
R$550,335,460.68, as follows: (i) R$27,516,773.03 for the creation of the Legal
Reserve; (ii) R$357,444,720.06 for the creation of the Statutory Business Expansion
Reserve; (iii) R$156,845,606.30 for the distribution of dividends corresponding to 30%
of the adjusted annual net income, in accordance with Article 202 of Law No.
6,404/76, to be paid (a) R$130,704,671.91 to the mandatory dividend, which is
deducted from the Interim dividends approved by the Board of Directors on May 15,
2014, July 31, 2014 and October 28, 2014, in the respective amounts of
R$12,039,576.96, R$12.052,972.36 and R$12,052,972.42 and from the payment of
interest on capital, approved by the Board of Directors on December 11, 2014, in the
net amount of R$58,371,379.17, resulting in the net amount of R$36,187,771.00 and
(b) R$26,140,934.38 for the distribution of supplementary dividend, that added to the
mandatory dividend, totals R$62,328,705.38, to be paid as of April 17, 2015, based on
the shareholding position of March 31, 2015, at the ratio of R$0,06217561112 per
common or preferred share not represented by unit and R$0,18652683336 per unit.
Shares will be trades ex-dividends from April 1st onwards.
III. Approval by majority was given to the was given that the Board of Directors should
comprise 10 members for a term of office to be effective until the Annual Shareholders’
Meeting of 2016.
IV. The following members were elected/reelected by the majority of shareholders to
the Company’s Board of Directors for a one (1) year term, which will end on the date
of the Annual General Meeting to be held in 2013: (i) reelected as Chairman, Patrick
Antonio Claude de Larragoiti Lucas, Brazilian, married, business administrator,
Identity Card No. 004.785.073-0 (DETRAN) and Individual Taxpayer Registration No.
(CPF) 718.245.297-91, resident and domiciled in the city and state of Rio de Janeiro,
at Rua Beatriz Larragoiti Lucas 121, 6º andar; and; (ii) reelected as Member, Carlos
Infante Santos de Castro, Brazilian, divorced, engineer, Identity Card No. 22.007-D
(CREA) and Individual Taxpayer Registration No. (CPF) 339.555.907-63, resident and
domiciled in the city and state of Rio de Janeiro, at Rua Beatriz Larragoiti Lucas 121,
6º andar; (iii) reelected as Member, Christopher John Minter, British, married,
administrator, Passport No. 099140708, resident and domiciled in Mythenquai 50/60,
P.O. Box 8022, Switzerland, Zurich; (iv) reelected as Member, David Lorne Levy,
north american, married, doctor, Passport No. 422076230 resident and domiciled in 4
Springhouse Sloatsburg, New York 10974;(v) reelected as Member, Guilherme
Affonso Ferreira, Brazilian, divorced, engineer, Identity Card No. 4.405.163 (SSP/SP)
and Individual Taxpayer Registration No. (CPF) 762.604.298-00, resident and
domiciled in the city and state of São Paulo, at Rua Estados Unidos 1342; (vi)
reelected as Member Isabelle Rose Marie de Ségur Lamoignon, Brazilian, divorced,
insurance professional, Identity Card No. 3.772.982-9 (IFP) and Individual Taxpayer
Registration No. (CPF) 029.102.447-50, resident and domiciled in Rio de Janeiro, RJ, at
Rua Beatriz Larragoiti Lucas 121, 6º andar; (vii) reelected as Member Jorge Hilário
Gouvêa Vieira, Brazilian, married, lawyer, Identity Card No.15.293 (OAB/RJ) and
Individual Taxpayer Registration No. (CPF) 008.563.637-15, resident and domiciled in
the city and state of Rio de Janeiro, at Av. Rio Branco 85, 14º andar; (viii) reelected as
Member Pierre Claude Perrenoud, Swiss citizen, married, business administrator,
Passport No. X4757022 issued by Switzerland and Individual Taxpayer Registration No.
(CPF) 056.932.027-55, resident and domiciled at Residenza Al Parco, Via San Gottardo
8, CH-6600 Muralto , Switzerland; (ix) reelected as Member Renato Russo, Italian,
married,, executive, RNE W364684-1 e Individual Taxpayer Registration No. (CPF)
041.163.508-50, resident and domiciled in the city and state of Rio de Janeiro, at Rua
Beatriz Larragoiti Lucas 121, 6º andar; and (x) Roberto Teixeira da Costa, Brazilian,
married, economist, Identity Card No. 3.246.995-0 (IFP) and Individual Taxpayer
Registration No. (CPF) 007.596.358-20, resident and domiciled in the city and state of
São Paulo, at Rua Pedro Avancine 73, parte.
The (re)elected members declare to be in good standing, pursuant to the Law, for the
exercise of their respective offices.
Pursuant to items 5.3 e 5.3.3 of BM&FBOVESPA Corporate Governance Level 2 Listing
Rules, Mrss. Christopher John Minter, David Lorne Levy, Guilherme Affonso Ferreira,
Pierre Claude Perrenoud and Roberto Teixeira da Costa comply with the requirements
of Independence set forth in the BM&FBovespa Level 2 Listing Regulation.
V. Majoritary approval was given to the amount of up to R$5,260,115.00 for the
overall annual compensation of the members of the Board of Directors and the Board
of Executive Officers, which includes, pursuant to Article 152 of Law 6,404/76, all the
benefits and representation costs, and shall be distributed to the respective members
as established in the Bylaws.
In the Extraordinary General Meeting:
I. The majority of the shareholders approved the proposal to rectify the global
compensation of the members of the Management (Board of Directors and the
Executive Board) approved in the AGO held in March 31, 2014, in the original amount
of R$3,000,000.00, which was increased in R$1,285,212.40. being ratified all other
decisions made at the aforementioned AGO.
Documents filed: The documents submitted to the appreciation of the Shareholders’
Meeting, referred to in these Minutes and/or required by law and applicable
regulations, were filed at the Company’s headquarters and are also available at the
websites of the Company (www.sulamerica.com.br/ri), the Securities and Exchange
Commission of Brazil (www.cvm.gov.br) and the BM&FBovespa – Securities,
Commodities and Futures Exchange (www.bovespa.com.br).
Adjournment: There being no further business to address, the Chairman adjourned
the meeting and these Minutes were drawn up in the Company’s records in summary
form, pursuant to paragraph 1 of Article 130 of Law 6,404/76, and signed by the
Chairman and the attending shareholders. The publication of these Minutes will be as
authorized by the Shareholders’ Meeting, according to paragraph 2 of Article 130 of
Law 6,404/76.
Shareholders present at the meeting: Patrick de Larragoiti Lucas, Presiding the
meeting; Daniel Pareto, Secretary; Shareholders: Sulasapar Participações S.A., by its
proxy Fernanada Bezerra, lawyer; Swiss Re Direct Investments Company Ltd,, by its
proxy Eren Ali Gunusen, International Finance Corporation by its proxy Bruno Lardosa,
Patrick de Larragoiti Lucas; Chantal de Larragoiti Lucas; Christiane Claude L Lucas;
Selma Taylor; Louis Antoine de S. de Charbonnières; Arthur Farme d’Amoed Neto;
Gabriel Portella Fagundes Filho; Laenio Pereira dos Santos; Renato Terzi; Leila Ribeiro
de Azevedo e Gregorio; Carlos Infante Santos Castro; Joaquim de Mello Magalhaes
Junior; BEST INVESTMENT CORPORATION; BOMBARDIER TRUST (CANADA) GLOBAL
EQUITIES FUND; THE BOMBARDIER TRUST (UK); FIDELITY INVESTMENT FUNDS FIDELITY INDEX; EMERGING MARKETS FUND; FRANKLIN TEMPLETON INVESTMENT
FUNDS; JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND; JPMORGAN FUNDS;
LABOR PENSION FUND SUPERVISORY COMMITTEE – LABOR PENSION FUND; NEW
YORK LIFE INSURANCE COMPANY; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF
OHIO; SOCIAL INSURANCE ORGANIZATION; STATE OF NEW MEXICO STATE
INVESTMENT COUNCIL; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MTBJ400045828; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MTBJ400045829; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MTBJ400045833; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MTBJ400045835; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MUTB400045792; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MUTB400045794; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MUTB400045795; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MUTB400045796; VANGUARD INVESTMENT SERIES, PLC; VANGUARD TOTAL
INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS;
FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND;
FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND; GLOBAL X
BRAZIL FINANCIALS ETF; GMO FUNDS PLC; NZAM EM8 EQUITY PASSIVE FUND; THE
GMO EMERGING MARKETS FUND; THE MASTER TRUST BANK OF JAPAN, LTD AS
TRUSTEE OF BNY MELLON TBCAM; EMERGING VALUE EQUITY MOTHER FUN; THE
NOMURA TRUST AND BANKING CO., LTD. RE: INT. EMERGING STOCK INDEX MSCI
EMERGING NO HEDGE MOTHER; VANGUARD EMERGING MARKETS STOCK INDEX
FUND; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD
INTERNATIONAL EQUITY INDEX FUNDS; VANGUARD FUNDS PUBLIC LIMITED
COMPANY; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD
INTERNATIONAL EQUITY INDEX FUNDS; SCRI ROBECO CUSTOMIZED QUANT
EMERGING MARKETS FONDS; SCRI ROBECO INSTITUTIONEEL EMERGING MARKETS
QUANT FONDS; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; JOHN HANCOCK
VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST B; NORGES
BANK; ASHMORE SICAV IN RESPECT OF ASHMORE SICAV LATIN AMERICAN EQUITY
FUND; AMERICAN AIRLINES,INC.MASTER FIXED BENEFIT PENSION TRUST; BP
PENSION FUND; CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM; CANADA
PENSION PLAN INVESTMENT BOARD; CITY OF NEW YORK GROUP TRUST; COLLEGE
RETIREMENT EQUITIES FUND; EMERGING MARKETS EQUITY TRUST 4; EMERGING
MARKETS PLUS SERIES OF BLACKROCK QUANTITATIVE PARTNERS, L.P.; HC CAPITAL
TRUST THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO; HC CAPITAL TRUST
THE INTERNATIONAL EQUITY PORTFOLIO; ISHARES II PUBLIC LIMITED COMPANY;
ISHARES III PUBLIC LIMITED COMPANY; ISHARES PUBLIC LIMITED COMPANY;
ISHARES VII PUBLIC LIMITED COMPANY; JOHN HANCOCK FUNDS II STRATEGIC
EQUITY ALLOCATION FUND; MASSMUTUAL PREMIER STRATEGIC EMERGING MARKETS
FUND; MML STRATEGIC EMERGING MARKETS FUND; NATIONAL WESTMINSTER BANK
PLC ADO FIRST STATE WORLDWIDE; SUSTAINABILITY FUND ASFO FIRST STATE
INVICV; NEW YORK STATE TEACHERS RETIREMENT SYSTEM; SCHWAB EMERGING
MARKETS EQUITY ETF; STATE OF OREGON; STATE STREET GLOBAL ADVISORS
LUXEMBOURG SICAV – SSGA; ENHANCED EMERGING MARKETS EQUITY FUND;
TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHERS RETIREMENT SYSTEM OF THE
STATE OF ILLINOIS; THE BANK OF KOREA; THE CALIFORNIA STATE TEACHERS
RETIREMENT SYSTEM; THE MONETARY AUTHORITY OF SINGAPORE; TIAA-CREF
FUNDS - TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND; TRANSAMERICA
DEVELOPING MARKETS EQUITY; WASHINGTON STATE INVESTMENT BOARD;
WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND; JAPAN TRUSTEE
SERVICES BANK, LTD. STB BRAZIL STOCK MOTHER FUND; ALASKA PERMANENT
FUND; ARIZONA PSPRS TRUST; AT&T UNION WELFARE BENEFIT TRUST; BELLSOUTH
CORPORATION RFA VEBA TRUST; BNY MELLON FUNDS TRUST - BNY MELLON
EMERGING MARKETS FUND; CF DV EMERGING MARKETS STOCK INDEX FUND; CIBC
LATIN AMERICAN FUND; EATON VANCE CORP.; EMERGING MARKETS INTERNATIONAL
FUND; EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII; ENHANCED RAFI
EMERGING MARKETS LP; EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF
PENSIONS; FLORIDA RETIREMENT SYSTEM TRUST FUND; LOUISIANA STATE
EMPLOYEES RETIREMENT SYSTEM; LVIP BLACKROCK EMERGING MARKETS RPM FUND;
MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN;
PANAGORA GROUP TRUST; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO;
PUBLIC SECTOR PENSION INVESTMENT BOARD; THE BOSTON COMPANY INC. POOLED
EMPLOYEE FUND / EMERGING MARKETS SMALL CAP VALUE EQUITY FUND; THE TBC
PRIVATE TRUST; ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET
PORTFOLIO; ADVANCED SERIES TRUST - AST RCM WORLD TRENDS PORTFOLIO;
DREYFUS INTERNATIONAL FUNDS, INC. - DREYFUS EMERGING MARKETS FUND;
DREYFUS OPPORTUNITY FUNDS - DREYFUS STRATEGIC BETA EMERGING MARKETS
EQUITY FUND; MARKET VECTORS BRAZIL SMALL-CAP ETF; THE SEVENTH SWEDISH
NATIONAL PENSION FUND - AP 7 EQUITY FUND; COMMONWEALTH SUPERANNUATION
CORPORATION; FIDELITY SALEM STREET TRUST: FIDELITY SERIES GLOBAL EX U.S.
INDEX FUND; FUTURE FUND BOARD OF GUARDIANS; HSBC EMERGING MARKETS
FUND; IBM DIVERSIFIED GLOBAL EQUITY FUND; MISSOURI LOCAL GOVERNMENT
EMPLOYEES RETIREMENT SYSTEM; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND;
NAV CANADA PENSION PLAN; NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD
INDEX (ACWI) EX-US FUND-LENDING; NORTHERN TRUST COLLECTIVE EMERGING
MARKETS INDEX FUND-LENDING; NORTHERN TRUST INVESTMENT FUNDS PLC; NTGI QUANTITATIVE MANAGEMENT COLLECTIVE FUNDS TRUST; PYRAMIS GLOBAL EX U.S.
INDEX FUND LP; UTAH STATE RETIREMENT SYSTEMS; OPPENHEIMER DEVELOPING
MARKETS EQUITY FUND (A SUB-FUND HEREBY REPRESENTED BY ITS UMBRELLA FUND
HEPTAGON FUND PLC); OPPENHEIMER DEVELOPING MARKETS EQUITY SRI FUND (A
SUB-FUND HEREBY REPRESENTED BY ITS UMBRELLA FUND HEPTAGON FUND PLC);
represented by Luciana Pontes de M. Ikeda, lawyer.
This is a free English translation of the original instrument drawn up in portuguese the
Company’s records.
Patrick de Larragoiti Lucas
Identity Card No. 004.785.073-0 (DETRAN) –
Individual Taxpayer Registration No. (CPF)
718.245.297-91
Chairman of the Meeting